Securities DisclaimerSecurities Disclaimer

1Not an offer or solicitation

This website is operated by Mpire Capital (“MPIRE”) for information only. Nothing on it is an offer to sell, or a solicitation of an offer to buy, any security, and nothing on it should be relied on as the basis for an investment decision. An offer can be made only through the offering documents described below.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved any MPIRE investment, and have not reviewed this website or judged whether it is accurate or complete. Investments in MPIRE offerings are not bank deposits and are not insured by the FDIC or any other government agency.

2How MPIRE offerings are made

When MPIRE raises money for a project, it does so through a private offering. Each offering is made:

• only through confidential offering documents, such as a private placement memorandum, the investment entity’s operating agreement and a subscription agreement;
• only to accredited investors, as defined in Rule 501(a) of Regulation D, whose status has been verified; and
• only in states and countries where the offering is permitted.

Offering details, including investment terms, fees, timelines and deal economics, appear only in those documents. They are not published on this website. Read every offering document carefully, including its risk factors, and review it with your own advisers before you invest.

Interests in MPIRE offerings are not registered under the Securities Act of 1933 or any state securities law. They are offered under exemptions from registration and are restricted securities: they cannot be resold or transferred except as those laws and the offering documents allow.

3Regulation D

MPIRE offers its investments under an exemption from registration under the Securities Act of 1933, such as Regulation D. Each offering’s documents name the exemption it relies on.

Until MPIRE’s securities counsel confirms the filing status of an offering, this website will not publish that offering’s terms.

4Accredited investor status

Only accredited investors may invest in MPIRE offerings. For individuals, the SEC’s tests generally include:

• income over $200,000, or over $300,000 together with a spouse or spousal equivalent, in each of the last two years, with a reasonable expectation of the same this year;
• net worth over $1 million, alone or together with a spouse or spousal equivalent, not counting the value of your primary residence; or
• holding a Series 7, 65 or 82 license in good standing.

Entities such as trusts, LLCs and retirement accounts have their own tests. Our guide What is an accredited investor? explains them in more detail.

Our website questions are not verification

The Join Investor Network form asks whether you believe you meet one of these tests. Your answer is self-reported. We use it only to decide how to follow up, for example whether to offer you a call. It does not verify your status, and answering “yes” does not qualify you to invest.

Verification happens before you invest

Before accepting any investment, MPIRE, or a verification service it hires, will confirm that you are an accredited investor, as the offering’s exemption requires. That usually means reviewing documents such as tax returns, W-2s, or bank and brokerage statements, or getting a written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney or a certified public accountant. The offering documents explain the process.

5Risk factors

Investing in private real estate is speculative and involves a high degree of risk. Invest only money you can afford to lose entirely and can do without for several years. The main risks include:

• Loss of your entire investment. Property values, rents and operating results can fall. You could lose some or all of the money you invest, and distributions are not assured.
• No way to sell early. There is no public market for interests in MPIRE offerings, and none is expected to develop. Interests generally can’t be sold or transferred without MPIRE’s consent and compliance with securities laws. Expect to stay invested until the property is sold or refinanced, which may take several years, and don’t expect to be able to withdraw early.
• Leverage. Projects may be financed partly with loans. Debt magnifies losses as well as gains. If a project can’t make its loan payments, or can’t refinance when a loan comes due, the lender may foreclose and investors could lose their entire investment.
• Construction and renovation. Building and renovating can run over budget or behind schedule because of labor and material costs, contractor problems, weather, permits, zoning or entitlement delays, or conditions found on site. Buildable lots may not be approved or built out as planned.
• Market and interest rates. Results depend on local economies, jobs, housing supply and demand, rents, occupancy, property taxes, insurance costs and what buyers will pay. Higher interest rates can raise borrowing costs, make refinancing harder and lower property values.
• Reliance on the sponsor. Investors generally have no say in day-to-day decisions. The outcome of an investment depends on MPIRE’s judgment and on its key people staying involved.
• Conflicts of interest. MPIRE and its affiliates may earn fees from an offering, sponsor other projects that compete for their time, capital or buyers, and do business with affiliated companies such as builders or property managers. Each offering’s documents describe the conflicts that apply to it.
• Taxes. The tax treatment of an investment is complex and can change. You may owe tax on income allocated to you even if you receive no cash, tax documents may arrive late in the filing season, and you may need to file returns in the states where properties are located.
• Other risks. These include environmental problems, uninsured losses from fire, storms or other events, tenant defaults, lawsuits, and changes in laws such as zoning, rent and tax rules.

This is a summary, not a complete list. Each offering’s documents describe its specific risks in detail.

6Forward-looking statements

This website contains forward-looking statements: statements about plans, strategies, markets, projects and other future events. They often use words such as “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “may,” “will” and “could.” They reflect MPIRE’s current expectations and assumptions, which may prove wrong. Actual results may differ materially because of the risks described above and other factors.

Don’t place undue reliance on forward-looking statements. They speak only as of the date they were made, and MPIRE has no obligation to update them.

7Past performance and project information

Information about MPIRE’s past and current projects, including descriptions, photographs, unit counts, transaction totals and outcomes, describes prior activity. It does not indicate how any future investment will perform. Past performance does not predict future results.

Unless a page says otherwise, project information comes from MPIRE’s own records and has not been audited or independently verified. Some photographs on this website are illustrative and may not show properties MPIRE owns or has worked on.

8No tax, legal or investment advice

Nothing on this website, and nothing said by MPIRE’s team in a call or message, is tax, legal, accounting or investment advice, and none of it takes your personal situation into account. Talk with your own tax, legal and financial advisers before you invest.

9Wire fraud warning

Criminals send real estate investors fake emails that look like they come from a sponsor, asking them to wire money to a new account. Protect yourself:

• MPIRE never changes wire instructions by email or text message. If you receive a message saying MPIRE’s bank details have changed, treat it as fraud. Don’t send money. Call us.
• Confirm the instructions by phone before every wire. Call MPIRE at a number you already know is ours, such as the number on this website or in your offering documents, never a number taken from the email or document that contains the instructions. Confirm the bank name, account name, routing number and account number with MPIRE’s team before you send funds.
• Check the sender. Look closely at email addresses and links. Fraudsters use addresses that differ from real ones by a single character.
• This website never takes investment money. It never asks for bank account numbers or payment details. Investment funds are wired directly to the bank account of the specific investment, as set out in instructions you have confirmed by phone.
• If something seems wrong, act fast. If you think you sent money to a fraudster, call your bank right away and ask it to recall the wire. Then call MPIRE, and report it to the FBI’s Internet Crime Complaint Center at ic3.gov.

MPIRE investor relations phone:

10Contact us

Questions about this disclaimer, or a message you think may be fraudulent, can go to MPIRE’s team.